BOI documentation preparation service

Key findings (concise)1. Scope of reporting (current federal position): FinCEN’s March 26, 2025 interim final rule redefined "reporting company" to mean only certain foreign entities that register to do business in a U.S. state or tribal jurisdiction.

As a result, "entities created in the United States — including those previously known as 'domestic reporting companies' — and their beneficial owners are now exempt" from BOI reporting to FinCEN. (FinCEN pages and Small Entity Compliance Guide, March 2025)

Key findings (concise)1. Scope of reporting (current federal position): FinCEN’s March 26, 2025 interim final rule redefined "reporting company" to mean only certain foreign entities that register to do business in a U.S. state or tribal jurisdiction.

As a result, "entities created in the United States — including those previously known as 'domestic reporting companies' — and their beneficial owners are now exempt" from BOI reporting to FinCEN. (FinCEN pages and Small Entity Compliance Guide, March 2025)

Who still must report

Foreign companies that meet the new definition of a reporting company (i.e., formed under the law of a foreign country and that have registered to do business in a U.S. state/tribal jurisdiction by filing with a secretary of state or similar office) and that do not qualify for other exemptions must file BOI reports with FinCEN.

Deadlines (IFR-driven)

For those foreign reporting companies: reporting companies registered to do business in the U.S. before March 26, 2025 had to file BOI reports by April 25, 2025; those registered on or after March 26, 2025 have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective. (FinCEN toolkit and Small Entity Guide)

What to collect and file (required data elements)

A BOI report requires specified data about the reporting company (legal name, trade names/DBAs, U.S. address or U.S. business address if foreign, jurisdiction of formation/registration, and TIN or foreign tax ID) and about each beneficial owner and, in certain cases, company applicants. For each individual beneficial owner / company applicant: full legal name, date of birth, current residential address, unique identifying number and issuing jurisdiction from an acceptable ID, and an image of the ID (or a FinCEN identifier in lieu of these details where available). (FinCEN BOI filing instructions; Small Entity Compliance Guide)

Acceptable ID and verification

Acceptable forms of ID include a non-expired U.S. driver’s license, a non-expired state/local government or tribal ID issued for identification, a non-expired U.S. passport, or, only if none of the others are available, a non-expired foreign passport. FinCEN requires the unique identifying number from the ID and an image of the ID when filing. (FinCEN FAQs; BOIR filing instructions)

Filing mechanics and third-party filers

BOI reports must be submitted electronically through FinCEN’s secure filing system (FinCEN’s portal). FinCEN permits third-party service providers (lawyers, CPAs, enrolled agents, other service providers) to prepare and file BOI reports if authorized by the reporting company; whether such assistance is the unauthorized practice of law is determined by state law. Filers must certify that the information is true, correct, and complete. (FinCEN FAQs; Small Entity Guide)

State-level interplay

FinCEN stresses that state filings or disclosures to banks/IRS are not substitutes for filing with FinCEN. Many state SOS pages and the National Association of Secretaries of State (NASS) updated guidance to reflect FinCEN’s March 26, 2025 IFR and note that domestic entities are exempt from federal BOI reporting under the IFR; however, some states still collect or require ownership-related information or have separate state-specific requirements—so check the applicable Secretary of State and state law before assuming no state-level reporting.8. Enforcement, penalties and safe harbor: The CTA and FinCEN rules provide civil penalties (up to $500 per day for continuing violations) and criminal penalties (possible imprisonment up to 2 years and/or fines up to $10,000) for willful failures or false filings. There is a safe harbor from penalties for voluntarily correcting inaccurate information within 90 days of the deadline for the original report. (Small Entity Guide)9. Practical guidance for a BOI documentation preparation service (actionable checklist & workflow)- Intake & exemption screening - Collect entity formation documents (Articles/Certificate of Formation or registration) and determine whether entity is "foreign" (formed under foreign law) and whether it "registered to do business" in a U.S. state/tribal jurisdiction via a filing. Screen for CTA exemptions (e.g., large operating companies, certain regulated entities, inactive entities, etc.). Document exemption analysis in engagement file.- Identify beneficial owners & company applicants - Apply FinCEN definitions: beneficial owner = natural persons who (a) exercise substantial control OR (b) own/ control ≥25% of ownership interests (directly or indirectly). For trusts and complex ownership chains, trace ownership to natural persons; if owners are entities, determine whether a special reporting rule allows reporting a parent entity instead.- KYC / ID collection and verification - Collect for each reported individual: legal name, DOB, residential address, preferred contact, acceptable ID type, unique ID number and issuing jurisdiction, and an image copy of the ID. Collect TIN/EIN for companies where required. For remote clients, use secure document upload with strong encryption and multi-factor authentication. Keep chain-of-custody logs for documents.- Documentation & evidence to store in file - Formation docs, Operating Agreement, member/stock ledgers, ownership charts, trust documents, copies of IDs, client-signed authorization to file, engagement letter, exemption analysis, and the BOI report record (payment/filing receipt). Maintain retention and secure deletion policy consistent with client expectations and applicable law.- Prepare & file - Prepare the BOI report in the FinCEN format, confirm each reported person certifies accuracy via authorized filer certification, and submit via FinCEN portal. Keep screenshots and filing receipts. If filing for a foreign reporting company, ensure timely filing according to IFR deadlines.- Updates & corrections - Monitor for events triggering updated filing obligations (change in beneficial ownership, company stops qualifying for exemption, etc.). Correct or update BOI reports promptly; voluntary corrections within 90 days of the original deadline may be eligible for safe harbor.

Engagement letter and client authorization (recommendations)- Scope of services (exemption analysis, data collection, filing, updates)- Client obligations (provide accurate information, IDs, signed authorizations)- Fees and payment terms (see suggested pricing guidance below)- Limitations and disclaimers (no legal advice unless attorney engaged; state law unauthorized-practice-of-law disclaimers)- Confidentiality and data security commitments- Authorization to act and certify on company’s behalf for filing

Data security and retention best practices- Use encrypted file transfer and storage (at-rest and in-transit encryption), role-based access controls, MFA for accounts, secure document upload portals, retention schedule (e.g., retain client documents for minimum statutory/contractual period), and breach response plan. Maintain an auditable log of who accessed documents and filing actions.

Pricing and turnaround (practical guidance)- Suggested pricing framework (illustrative only; verify market rates)

flat-fee for simple filings for a single foreign reporting company with 1–2 beneficial owners (e.g., $250–$500); tiered pricing for increased complexity (multiple beneficial owners, trusts, complex ownership chains) from $500–$2,000+; subscription or per-report retainers for ongoing update monitoring. Add-on services: expedited handling, cross-border research, and legal review. (Industry vendors and compliance providers listed below illustrate typical service offerings and checklists; firms vary widely.)13. State-specific note- Because FinCEN’s IFR (March 26, 2025) exempted domestic U.S.-created entities from federal BOI reporting, most U.S. domestic LLCs/corporations will not need to file BOI reports with FinCEN under the IFR. However: (a) confirm there is no state-level beneficial ownership reporting requirement where the company is formed or registered -- some states may directly collect ownership data or impose separate filing obligations; (b) confirm client’s status (foreign entity registered in a state is within FinCEN scope if it qualifies as a reporting company); and (c) maintain state SOS monitoring because state rules and practices can change. NASS and several state SOS webpages reflect the IFR.